A comparison of insulin's effects on glucose transport and cell surface IGF-II receptors has been undertaken in rat adipose cells using 3-0 methylglucose transport as a measure of glucose transport activity and Scatchard analysis of IGF-II binding in the presence of KCN to determine cell surface IGF-II receptor number. These results demonstrate that while the characteristics of the stimulatory action of insulin on glucose transport activity and cell surface IGF-II receptor number are qualitatively similar, quantitative differences are clearly demonstrable which suggest that the subcellular cycling of these two integral membrane proteins occurs by distinct processes. The effects of adenosine, isoproterenol, and glucose have now been examined on both steady state insulin responsiveness and sensitivity in this cell type prepared in the presence of saturating adenosine (200 nM). The results show that the stimulatory effect of insulin on IGF-II binding to rat adipose cells is modulated not only by counter-regulatory hormones, but also by glucose, a major substrate of insulin action.